Gracie and Her Curious Adventure Featuring Her Babysitter, The Doctor
by CaptainMatron
Summary: Gracie Basset, a little girl that generally hates being left alone, not to mention being left out, is being left behind when her parents need to go to her sick grandfather a day's journey away. In their stead, they hired a new babysitter, curiously named the Doctor. With his help, Gracie is whisked away on a curious adventure. Where it ends, not even the Doctor knows.
1. Chapter 1

Summary: Gracie Basset is left alone with her new babysitter, strangely named the Doctor, when her parents go away for a day to meet with her sick grandfather. Little did she know, this was just the beginning of her curious adventure.

Author's note: This is possibly my favorite fan fiction that I've written so far. I hope you guys like it too, and please, feel free to leave constructive reviews!

Disclaimer: I do not own any of the characters of Doctor Who.

Chapter 1:

"But why do you and mummy have to go _tonight_?" Gracie Basset cried as her father took her dinner dishes away from the table.

"Because we need to get to the hospital by morning, and if we don't leave by tonight we won't make it in time for the appointment with Granddad's doctor," her father replied trying to soothe his daughter's anxiety of being alone.

"Then why can't you take me _with_ you? I want to see Granddad too!" Gracie retorted in a desperate attempt to not be left alone, and because she really did want to go see her grandfather.

"Because you have to go to school! You've missed too many days because you got that flu last fall, remember?" Gracie's mother replied, a little annoyed because they had this conversation just moments ago. "Besides, we've got a great babysitter for you so you won't be alone. He was highly recommended by your Aunt Hilda, and you know how hard it is to impress _her_. By the by, he should be arriving momentarily," her mother added as she checked her silver wristwatch.

"Mummy, _please_ don't go," Gracie begged once more, grabbing onto her waist. Her mother sighed and hugged her back.

"You know we would take you if we could, but this is something both your father and I have to do alone," then, thinking of something that would sweeten the deal with her daughter, she added, " _and_ , tell you what, we promise we will bring a present for you when we return. How does that sound, eh?" Letting go of her mother, Gracie looked up at her mother's pleasantly round face and sighed in defeat.

Finished in the kitchen, Gracie's father clapped his hands and turned to his child, "Right, now, you know our cell phone numbers so if anything comes up you can call us or...?" her father paused to quiz his daughter.

Rolling her eyes at her father, Gracie correctly answered, "Go next door to Mrs. Miller's. But her cats are all scary!"

Now it was her mother's turn to roll her eyes, "They are _not_! The important thing is that Mrs. Miller will be able to help you if your babysitter can't. Now, do you promise me you'll be good to the babysitter, and do your homework?"

"Yes, I promise," mumbled Gracie half-heartedly. Almost as if on cue, the doorbell rang, and the three simultaneously looked down the hallway towards the door. "Coming!" her mother sang as she made her way down to the door, her father following closely behind. Gracie, rather than following her parents, sat down on a couch in their living room adjacent to the dining room.

 _This is just great,_ Gracie thought as she buried her face in a pillow, _Not only do I have to stay behind and NOT see Granddad, I also get stuck with some weird babysitter that probably won't talk to me the whole night, just like Ashley. This is going to suck._ As she thought to herself, she heard the footsteps of her parents and the babysitter tapping against the wood floor, becoming louder and louder. She sighed once more into the pillow and brought her face up to take in her new babysitter.

"Hello, Gracie!" said the man who was supposed to be her babysitter as he sat next to her on the couch rather suddenly, causing Gracie to jump a bit. This man was odder than Gracie had expected. Not only was his chin very pointy, he was also dressed in a tweed jacket, suspenders and a bowtie. _Who even dresses like that anymore_ , Gracie thought to herself as she replied with a quiet, "Hi." _His eyes are kind, though. That's good._

"My name's the Doctor, and I believe my job description for tonight will be to make sure you don't burn down the house," he announced as he smiled wildly, chuckled at his own joke, and held out his hand for her to shake. Not wanting to insult him, she shook his hand, but at the same time looked at her parents with begging eyes, which her parents knew too well as the "Please take me with you!" eyes.

Avoiding Gracie's eyes Mrs. Basset continued, "Well, _Doctor_ , thank you so much for taking this job on such short notice. We have all the emergency numbers by the phone, and Mrs. Miller next door can also help you if you have any problems, which I'm sure you won't. Now, we need to be off, so, Gracie, remember what we talked about, and Doctor, we should be back tomorrow at about five in the evening."

After both parents gave Gracie a kiss and a hug, they picked up their bags by the door and left into the night.

"Now then, what do you want to do first?" the Doctor asked when a few moments had passed in silence.

"I don't know...but my parents told me to do my homework," Gracie said quietly, still sizing up the new babysitter.

" _Brilliant_! I _love_ homework, stimulates the synapses in the brain. Let's take a look shall we?"

Grudgingly, Gracie got up from the couch, and took her time getting her homework from her bedroom, ensuring that she had enough time to evaluate the Doctor. He was nice enough, and he talked to her, unlike Ashley, so he wasn't _that_ bad. _But Doctor who? And what kind of doctor?_ she thought to herself as she headed back to the living room. When she entered the living room she was in for a sight. The Doctor had started cooking something and already had the kitchen dripping with egg whites, the refrigerator's contents splayed all around, and stove top on with a pan sizzling. At the moment Gracie had walked into the room, he was standing on top of the table inspecting the light fixture in the dining room. Gracie let her homework slip to the floor in her shock, and was about to scream, but the Doctor started speaking before she had time to do so.

"I hope you like omelets! I believe I learned from the best of the best, back in the 1800's, but times do change so I want you to try it and tell me what you think. Also, I don't know if you know this, but I think you can get better light in here if you just tighten this screw here..." with this, he pulled out some sort of gadget from his breast pocket and whirred it at the screw, and the light did become brighter. "Ha, ha!" he kissed his gadget, then pointed it at Gracie, "Told you," he exclaimed as he got off the table.

"Exactly what kind of _doctor_ are you?"

"Oh, um, a doctor of everything, you could say. Jack-of-all-trades is what I am. Why would that matter?"

"It's just...um…Nothing. I got my homework," she picked up her homework, made her way to the table, and took a seat in something of a daze.

" _Yes_ , let's see what you have for me." The Doctor sat down next to Gracie, picked up and flipped through the pages of her math book, immediately dropped the book onto the table, and stared at Gracie.

" _What_ is that?" He asked pointing at her math book.

"My homework…for school tomorrow..." Gracie answered, looking confused.

"That..." he laughed as if insulted, pointing at the book once more, "... is _rubbish!_ What are they _teaching_ you kids these days?" he asked himself and rubbed his eyes as if in shame and asked, "How old are you, Gracie?"

"I'm eight and a half. Why?"

" _Eight_...and they're teaching you this...this useless… _rubbish_?"

"You don't have to make fun of me," Gracie mumbled, a little offended.

"Do you feel offended by what I said?" The Doctor observed.

"Yes," Gracie replied a little harshly. The girl was starting to rethink her evaluation of The Doctor.

"As well you should be! They are _insulting_ your intelligence with this kind of homework! No, I will take it upon myself to make sure you learn the proper stuff," then sniffing the air the Doctor shot up, "My omelets!" he yelled as he ran toward the now smoking kitchen. Turning off the stove and disposing of the terribly burnt eggs, he focused his attention on Gracie once more.

"Sorry, about the eggs. I'll cook them again sometime else," he apologized, "But I think there are some very important things we need to attend to, such as the state of your education. Come along, Gracie!" At this he threw the pan onto the stove and took her hand.

"Where are we going?" questioned Gracie as they headed out the door.

"To my TARDIS. The only _proper_ classroom."

"What's a TARDIS?" And as if to answer her question, the Doctor pointed to a blue police box in her front yard.

"That wasn't there before! How did it get there?" When they got to the doors, the Doctor took out a key, opened the door and guided Gracie inside.

Gracie's heart stopped. What she thought to be nothing more than a big closet, she found to be infinitely larger on the inside. "What...?" she had to step outside and confirm the actual size of the box, then inched back inside. "But..."

"This is a good time to start our first lesson; how can a blue police box be bigger on the inside?"

Gracie had to think a little bit longer than the Time Lord would have liked. _But then again, this is the first_ proper _education she's getting,_ the Doctor consoled himself.

"Um...uh, magic?" Gracie shrugged her shoulders.

The Doctor lost his balance momentarily, and laughed, slightly offended, "Magic. _Magic?_ " He rubbed his face, then took a deep breath, "No. First of all, magic is for Harry Potter, not my classroom. Now, the correct answer was a multi-dimensional spaceship."

Gracie's eyes narrowed in concentration, "A multi-dimen…diment…?"

The Doctor interrupted her struggle, "Multi-dimensionalism; dimensions within a certain dimension. Very simply, there is infinite space within the limited space of a police box by the creation of another dimension. Questions?" The Doctor turned to fiddle with the console before she could answer. "Oh, that's not normal...that's _very_ not normal." he mumbled to himself as he read the screen hanging above his head.

"What? What is it?" Gracie walked up to the console once she remembered she had legs, and noticed several small red lights flashing at the bottom of a column that extended up from the console. "Are those red lights a bad sign?"

He smiled at his new pupil, "Well, as long as it's alright with you that our lesson is going to be extended to a field trip, I think it will be fine," he held out his hand to Gracie. The little girl looked terrified for a moment, but then The Doctor witnessed a courageous heart show itself in her eyes. She smiled, took his hand, and then nodded.

"Next lesson; Prehistoric life!" he announced as he pulled the lever and hurled the TARDIS into the Time Vortex.


	2. Chapter 2

Chapter 2:

The Doctor was about to open the door when he thought twice, and instead smiled and let Gracie come before the door.

"Open the door." The Time Lord nodded toward the door. The little girl slowly brought her hand to the silver latch. As Gracie felt the latch, she wondered if she should believe what her babysitter had told her. _Prehistoric life...this has got to be a joke! As soon as I open this door he's gonna just laugh at me because I almost believed him._ As she unlocked the door, she made up her mind not to believe the Doctor, but when she saw that they were indeed _not_ in her front lawn, she was struck with awe.

"We moved...?" She took her first steps out of the TARDIS and turned back to search the Doctor's face for some explanation.

"TARDIS; stands for Time and Relative Dimension In Space," he revealed, smiling with joy at seeing her surprise, "What do you think that means?"

"Um... I don't really understand." Gracie felt the long grass all around her as she narrowed her eyes in concentration.

"It means that this," he patted the TARDIS, "is a spaceship that can also travel through time."

The young girl needed time to process this. _Time machine? Spaceship?_

"So...we just traveled _through_ …time?"

The babysitter only nodded his head in response. At long last Gracie saw where they were. Overhead she noticed trees at least twice the size of any she had ever seen, and the grass was taller as well as greener. She could hear strange cries coming from all around her, and the sky was so much clearer.

"Where are we?" she asked not bothering to look back at the Doctor and continued to walk through the grass.

"Shouldn't you ask _when_ we are?" the Doctor followed her on her little adventure, "It's right now approximately 150 million years before I came to babysit you. Now, Gracie, can you tell me what lived during that time period on Earth?"

Gracie stopped in her tracks and looked back at the Doctor, the fear in her eye's plain to see, and whispered, " _Dinosaurs.._."

"Correct! However, it was also the time when a civilization called the Surilians also thrived. Questions?" again the Doctor did not wait for Gracie to respond, "Now, we are here just until I find the source of this really unusual energy signature, and I hope we find it before anybody else does. It's not supposed to be in this time period…" With that he took hold of her hand and started walking in the other direction, his sonic screwdriver flashing before him.

"Doctor, I think I should tell you something," Gracie admitted as she gripped his hand tighter.

The Doctor stopped in his tracks, eyebrows furrowed, and kneeled down to look into her eyes, "What's wrong?"

"I'm afraid of dinosaurs..." she confessed trying to avoid his gaze, "I know I shouldn't be, and I know that it's silly, but…"

"Really? What's to be afraid of? They're cute, strong and loving creatures," suddenly an angry cry came ringing through the forest, causing the Doctor to stop momentarily and quietly add, "as long as they're properly fed." He got up and started moving along once more, concentrating on his gadget.

Gracie felt a cold sweat start on her back. "Doctor, I'm scared..." The little girl interjected after a few minutes of their trek, and the angry cry continued to get closer.

"Don't worry! While you're my student, I will not let anything happen to you. I promise." the old Time Lord squeezed her hand in reassurance. Finally, the gadget beeped particularly loud, causing Gracie to jump.

"Gotcha! I've got a lock on the temporal energy signal. Shouldn't be long now, Gracie." The Doctor gave his student a comforting smile. The beeping became more rapid and loud as the Doctor pointed it at a bush nearby. Without waiting, the Doctor put away his gadget and stuck his free hand through the bush to find what he was looking for. When he couldn't immediately find it, he let go of Gracie's hand, and pushed apart the leaves to see the other side. Gracie looked around at her surroundings, and somehow the trees seemed to be more sinister than they were before. The Time Lord jumped, bringing Gracie's attention back to the issue at hand. What he had found behind the bush was the skeleton of a time agent, with a Vortex manipulator on his wrist. In order to keep the young girl from seeing the tragedy, and possibly frightening her more than he needed at the moment, the Doctor immediately stood up, spun around and tritely said, "Nothing to see here, everything's perfectly fine. Do you think you could take maybe… 3 big steps back, while I deal with this very normal situation?" He started to push Gracie back a few inches before she started struggling.

"Why?" The child asked suspiciously.

"Like I said, nothing to see." The Doctor smiled, and even laughed to try to seem relaxed, which he definitely was not.

"You know I can tell that you're lying, right? I'm not a baby, you know. What did you find?" The girl started to struggle a little more.

"Nothing, really. Just...something I have to deal with." Not believing her babysitter, the girl proceeded to get around the Doctor to see what he was hiding. Of course, the Doctor tried to keep her away, but, as she had both small size and speed on her side, she managed to run around the bush and see what it was the old Time Lord was trying to hide from her, and immediately screamed. The Doctor had only enough time to stand between her and the skeleton, and hug her as she started to cry.

"Shhh...shhh...I'm sorry I didn't tell you...I'm so sorry...I didn't want you to see this..." The girl tried to get herself together, remembering when and where they were. Once her sobbing subsided, the Doctor let go of her and knelt down so that they were able to see eye to eye. "Gracie, I'm sorry you had to see this. From now on, I'm going to need you to trust me more. I was trying to hide it from you for your own sake. It's not something someone as young as yourself should see..." Suddenly the angry cry that they had heard constantly shrieked nearby, causing the Doctor to have to stop explaining. The young girl became petrified.

"I'm going to have to take the Vortex manipulator from the man's arm, but then we're going to have to leave quickly. Do you think you can run?" the Doctor held onto her hands so that she paid attention.

Gracie couldn't respond, and the Doctor couldn't wait for the response. He quickly removed the Vortex manipulator from the man's arm with as much respect as he could manage under the circumstances, and took Gracie's hand. Without warning, the dinosaur, that had merely been sound, was in their midst.

The Doctor couldn't take his eyes off of the dinosaur, and stood there admiring the magnificent creature. "Oh, look at _you_! A _Megalosaurus_!"

"DOCTOR!" Gracie yelled, paralyzed with fear. The carnivorous dinosaur took two steps towards the girl and shrieked. The Doctor finally snapped out of his trance.

"RUN!" he shouted as he started running. At first Gracie was slow, but once the adrenaline started kicking in the girl ran faster than she ever did or ever would.

The Megalosaurus was not far behind when the duo suddenly fell into a shallow ditch full of sticks and leaves. The Doctor tried to get Gracie moving again, but something caught her eye.

"Wait! I think I broke someone's egg!" she felt along where her foot had landed.

"We don't have _time_ for this!" The Doctor continued to pull the girl's arm as the dinosaur came up, not far behind. In a moment of extreme guilt, the girl scooped up the large egg she had damaged, tucked it close to her body and continued to run.

They were almost to the TARDIS and the predator was close enough to bite the girl. The hungry animal tried to snatch up his meal, but missed by a couple of inches. Gracie screamed and ran a little faster, as she felt its warm breath and heard the snap of its jaw right behind her.

As they reached the TARDIS, the doors flung open without the need of a key or a snap from the Doctor, urging them to return to safety. The dinosaur tried to bite again, and this time his teeth caught onto something. The girl began to scream once again as she realized the creature had caught her shirt and was slowly being lifted off the ground.

The Doctor panicked and pulled her arm with all his might, causing her shirt to rip, and within a moment's struggle, the Time Lord managed to pull the girl into his ship and close the doors before the dinosaur could try a third time. The two took a moment to catch their breath, but had no time to think.

The Megalosaurus, in attempts to get his prey back, continued to ram into the TARDIS. The Doctor got up and ran to his console and the TARDIS quickly started to disappear before the carnivore.

Soon the banging stopped, and the TARDIS was safely within the time vortex.

"I apologize for Snappy back there," The Doctor began, "I don't think he had enough to eat in the morning, and we all get a bit cranky when we haven't eaten in a while. Are you alright?" It took awhile for Gracie to realize that they were no longer in danger. After a few moments, she finally stood up from where she sat down, and looked over herself. Her shoes were all muddy, some moss stuck to the bottom of her pants, her shirt was torn in the back, and she could feel a slight bruise forming on her arm, but aside from those external signs of damage, she was fine.

"I think I'm alright," she replied, but then remembered the cracked egg she had brought with her.

"Doctor, I, uh, accidentally brought an egg with me." The Doctor quickly turned around from the console and looked at her in disbelief. "I broke it when we tripped in that hole, and, and I felt bad that I had hurt it, so I thought I would fix it and maybe the baby would be alright..." the girl began to explain as the babysitter started walking towards her, "and, I mean, you're a doctor right? So maybe you could...help the baby?" she mumbled as she held out the relatively large egg for the Doctor to inspect as if it was an offering.

After a few moments of looking at the egg, the Doctor met the girl's eyes.

"You took a dinosaur egg, from its nest, because you wanted to fix what you broke..."

Gracie prepared herself for a scolding, but instead the Doctor smiled a little, "that is so... _human._ " The girl let out a sigh of relief.

The Doctor smiled bigger when he noticed that she thought she was in trouble. "What did you think I was going to do? _Punish_ you for trying to take responsibility for your actions? Of course not!" Then, gently taking the egg into his hands he started walking up some stairs that took him to a corridor on the second floor.

"Are you coming, Gracie?" He said after he had gone out of view. "Coming!" the girl replied, smiled at the TARDIS console, and ran up the stairs to catch up with him.


	3. Chapter 3

Chapter 3:

The sickbay was a large, bright room with various drawers and gadgets that held anything you would ever need in case of an emergency. The dinosaur egg was placed on a white cushion on top of a surgical table, with a thermal lamp shining red light on it to keep it warm. Two curious and caring bipeds watched over it.

"What do you think, Doctor? Will the baby live?" the young girl asked the old Time Lord who held a stethoscope to the egg.

"I would say that from the age of the egg, it wasn't ready to hatch before we stumbled onto its nest. The damage done to its shell should cause the dinosaur to hatch sooner, but I don't think you caused serious harm to it. Its heartbeat is strong…But," the Doctor stretched his back, and draped the stethoscope around his neck, "only time will tell whether or not the baby will live."

"How long do you think it'll take for it to hatch?" Gracie inquired as she tip toed on her stool, looking closer at the hole she had made with the heel of her shoe.

"I can't really say, though I would imagine, very soon," he said with enthusiasm, then reaching out and touching the ripped portion of her shirt, noticed the state of the rest of her clothes, tsked and added, "While we wait, you could go check out my wardrobe and find something warmer to wear."

The girl looked at her babysitter with surprise. "You have a wardrobe in here too?"

"Oh, yeah! There's also a pool in the library, two kitchens, five bedrooms, a squash court, a tennis court, a garden, a chalk room, a playroom, and a movie theatre. I can even add a bedroom for you, if you'd like. I'd say it's near your bedtime now."

"You mean we don't have to go back home yet?" Gracie asked with wonder in her eyes.

"I thought we went over this; the TARDIS stands for..." began the Doctor.

"Time And Relative Dimension In Space," the two recited in unison.

"Exactly, so that means we can take as long as we like before I take you back home." At this the girl smiled wildly, jumped off of her stool and held out her hand for the Doctor to take.

"Show me where the wardrobe is."

The Doctor gladly led her to the staircase containing all articles of clothing ever made, but left her there to go add a bedroom next to the sickbay so that she could be close to the egg.

The girl didn't know where to begin; there was simply too much to choose from. She struggled between going all out in medieval dress, or going for more of a modern look. In the end, however, she decided to go practically with combat ready pants, a light blue sweater, and exchanged her dirty sneakers with mountain boots, _just in case we need to run again, or end up on a mountain somewhere_ , she rationalized.

Freshly clothed, Gracie made her way back to the sickbay to check on her egg. When she finally made it there after five minutes of searching (in which time she found the library with the pool, which made her smile wildly) she found the Doctor waving his sonic screwdriver over the egg. After reading the data the gadget collected, he smiled at Gracie.

"I think the egg is about to hatch," then patting the stool next to him, he asked the girl, "Want to have a front row seat to see the beginning of a life?"

Gracie rushed to the stool and positioned herself to have a comfortable view. The Doctor walked to the other side of the sickbay, gathered a bowl of water and some white cloths, set up a small cleaning station next to the egg, and positioned himself across from his student. As if on cue, the egg began to move and crack. After a few more moments of struggling the infant dinosaur was finally rid of its cage.

"Congratulations, Miss Basset! It's a girl. Well, technically I should say a female Apatosaurus."

The infant Apatosaurus had hatched with its belly up, so that both Gracie and the Doctor had to help it stand on its feet. Once it managed to stand, it looked up at the only two other living creatures in the room.

"It's so cute!" Gracie exclaimed, "Do you think I can hold it?"

"No, I think it would be best not to hold a dinosaur, even if it is herbivorous," then thinking to himself a moment he picked up the dinosaur, cleaned her briefly, and placed her on the floor, "I think we should let her experience walking first, don't you?"

Gracie got down from her stool and sat on the ground near the newborn and watched it with great curiosity. The creature also took a curious liking to the girl and walked, or rather stumbled, towards her. When it got close enough to smell the _Homo sapien_ , it took some time to sniff the girl's skin. The child, caught in the moment, didn't dare to breathe but dared to try and pet the dinosaur. Surprisingly the dinosaur did not retract, nor did it panic; it let her touch her head. Gracie giggled with joy. The Doctor, enjoying this delicate moment, came and sat next to Gracie, and started to pet the dinosaur as well.

"What do you want to name her?" the Doctor asked as he paused from his petting.

"How about... Edith?" thought Gracie, without taking her eyes off of the beautiful creature.

"I like Edith. How about you, Edie?" consented the Doctor as he tried to play with the dinosaur.

Since Gracie and Edith had reached a point where one could not be without the other a few hours later, the Doctor gave in to the notion of the two sleeping in the same room. To accommodate the dinosaur, the Doctor brought in a beanbag chair from the library and placed it next to the little girl's bed. After tucking them both in, the Time Lord got down to the business that had brought them to prehistoric times in the first place.

"Why would a Time Agent go back to that time period, of all the other less dangerous options? As far as hospitality goes, that is probably the most hostile environment to strike up a deal with somebody..." taking the Vortex manipulator to the console, the Doctor proceeded to plug the gadget into the monitor, "So, Sexy, do your magic. Find out the flight plan of this unfortunate man."

After a few moments of fiddling with the console, the Doctor sighed. "That poor man. That poor, _poor_ , man." The software analysis had shown that the Vortex was permanently fixed on prehistoric time by vandalism. " _Murder_ ," the Doctor sighed again into his hands, "Definitely _not_ classroom material." He plopped himself down on a chair nearby and thought over his day like he always did when his companions were asleep. This time he struggled with one aspect he couldn't dismiss:

" _Nothing to see here, everything's perfectly fine. Do you think you could take maybe… 3 big steps back, while I deal with this very normal situation?...I'm sorry I didn't tell you...I'm so sorry...I didn't want you to see this...I was trying to hide it from you for your own sake. It's not something someone as young as yourself should see..."_

"Did I really have the right to say that?" the Doctor mumbled to himself as he thought back on his own childhood.

At the age of 8, he was deemed old enough to see a horror, unimaginable to most, by his own culture. Not even his parents tried to protect him from that. The Time Vortex instilled a fear that had caused the young Doctor to run, and he hadn't stopped since. But how did that give him the right to censor what Gracie saw? Death is the natural consequence of life, and although the Doctor did his best to not to acknowledge this fact, it was apparent that he could not run from Death, no matter how hard he tried.

The old Time Lord saw the faces of all those he was unable to save from Death, and of all those he chose not to save from that fate. His face showed all of his pain and grief as he slumped to the floor, visions of his memories coming back in full force. After a few minutes of inner agony, he got himself up and walked slowly to Gracie's room.

 _Even Edith,_ he thought to himself, _I can't even save her._ Again, he reevaluated his most recent actions; his blatant lies about Edith's health. She was born, prematurely, _very_ prematurely. It was a wonder that she was able to walk at all…it would be a wonder if she survived the night. But he couldn't tell Gracie. He couldn't face the hurt it would bring her. In his hearts, he knew that lying about Edith wasn't going to help anyone, but he needed to, even if it wouldn't change a thing. He quietly went inside, just to be sure Edith was still breathing, but when he saw Gracie there, sleeping blissfully, he couldn't look away.

He envied humans; they could sleep and have beautiful dreams, dreams that involved happy things, not nightmares of Death and destruction. The last time the Time Lord had a good dream was when he was a child...before he looked into the Vortex…over 1000 years ago. Since then it was nightmares, the darkness, the pain, and the flames of loss. So he kept watching, hoping that somehow, by Gracie's example, he might learn to dream once more. _But,_ continuing his inner thoughts, _who would I be without my dreams?._..definitely not the mentor, the defender, and the friend that he was. He may have never ended up on Earth, or met a human. _Not_ the Doctor.

Edith slept; neck curled around herself, and from what the Doctor could tell, was breathing normally. Maybe he was wrong. Maybe, this time, Death would wait another day, another week, another year before it touched Edith. Perhaps, for once, he would be right in giving hope to someone as precious as Gracie.

 _Could I be changing Gracie?_ The Doctor didn't know whether his influence was for better or for worse. _Her education certainly will be improved,_ he joked to himself. It left a sour taste in his mouth.

On the thought of education, he decided that he should probably plan their next lesson, so, as quietly as he could muster he closed the door, taking one last glance at the girl and her dinosaur.


	4. Chapter 4

Chapter 4:

"DOCTOR!" Gracie usually did not resort to screaming, but in this case, to be fair, she was panicking. The Doctor, paying the vendor on the streets of Rome, quickly took his purchase and ran towards his student, making it just in time to see her being dragged away by a Roman soldier.

"Oi, oi! You, there! What do you think you're doing?" The Doctor shouted at the soldier.

The soldier turned around. He was a very big and bulky man, had a very noticeable scar on his face that made him look very threatening, and his beady dark eyes only spoke of danger, which made the Time Lord slow down with caution. _Of all the people she could have bumped into, did it have to be Mr. Scary?_ the Doctor thought to himself.

"What does it look like I'm doing, you idiot? I'm arresting this harlot for stealing my lunch," the man retorted, " And she will pay dearly." he snarled the last bit in Gracie's face.

"For the last time, I'm telling you, I most certainly did not steal your lunch!" Gracie shouted defending herself, shrinking away from his face, "I'm not even hungry!"

"Save it for the court, love." The soldier sneered, already making up his mind that she had eaten his hard-earned lunch.

"Wait, wait, just hold on a mo," said the Doctor trying to think as fast as he could of how to remedy the situation. Failing to think of anything better, the Doctor did what he least wanted to do.

"Here, wait, I can pay you, rather handsomely too," he said as he pulled out his sonic screwdriver, "see this, this can open almost any door in creation."

"Every door in creation except those made of wood, of course," he added under his breath, "Think about it, access to anywhere you choose. Is that not enough to buy her freedom?"

The guard stood silently considering the bribe, but invariably retorted, "Not enough."

The Doctor really could not think of anything else to give, " _Please_ , what else could you want."

The guard looked down at the Time Lord's shoes, "How about those shoes? Never in my life have I seen such craftsmanship."

The Doctor looked down at his feet and back to the guard and sighed. "Fine. Do we have a deal?"

The man sniffed and wiped his nose, "And that pretty pot you've got there." He nodded to the Doctor's recent purchase.

"Ha!" The Doctor's mouth gaped at the impertinence of the guard, "Of all the…" he was about to let loose his arsenal of insults, but was interrupted.

"Do you want this brat back or not!" the thug tightened his grip on Gracie's wrist, causing her to whimper.

"Ow…" the girl glared piercingly at her captor.

"I hope you know, I _just_ paid for this," the Doctor tried to beg, "It was going to be that little girl's gift to her sick grandfather!" The guard didn't seem phased by the Doctor's appeal.

"Fine…" the Time Lord clenched his teeth, and closed his eyes momentarily. " _Now_ , do we have a deal _?_ " he seethed.

The huge man smiled crookedly, "Yeah, deal." He pushed Gracie, but did not return her immediately, "First the shoes, the pot, and your...thing, _then_ I will let her go."

Muttering under his breath at the ludicrousness of the situation, the Doctor bent down and untied his shoes, dropped them before the guard, and placed the pot next to his footwear. Gracie was less than a foot away, but the guard would still not let go of her. With another sigh of defeat he handed the sonic screwdriver over to the man and at last Gracie was in his arms, terrified.

"Pleasure doing business with you!" the guard laughed as he took his spoils and disappeared around a corner.

The Doctor sat down on a stone and buried his face into his hands. The little girl sat down next to him and watched as he groaned.

"I promise you, I didn't take his lunch! I didn't even know he had a lunch…" she tried explaining.

"Gracie, it wasn't your fault," the Doctor interrupted and looked at her, resting his chin on his left hand, "I know you didn't." He patted her back, and sighed once more.

"Thank you…" Gracie quietly patted his arm back. "For, you know, giving up your things for me…"

"You are very welcome," the Doctor smiled at his pupil, "I told you I would do my best to keep you safe…" he started messing up her hair, "Even if that meant I had to go barefoot for a while."

Gracie chuckled, as she fixed her hair.

"Excuse me, sir?" An elderly man walked up to the curious pair and bowed slightly, "It appears that you are missing your sandals."

The Doctor stood up and looked down at his feet, "Well, yes, actually...had a bit of a rough day."

Gracie got up and stood behind the Doctor to size up the new face.

"Yes, yes, I know of your troubles," he pointed up to one of the houses, "I unfortunately witnessed the robbery."

"Oh, really?" The Doctor looked back at the house.

"Yes, I am truly sorry," he patted the Doctor's shoulder, "Augustus has been a menace to society this past year. Many an innocent man has been caught in his clutches and extorted. You're lucky you got away with giving so little."

"You knew we were being robbed," Gracie stepped out from behind the Doctor, "and you didn't help us?" Her eyes narrowed at the old man.

"I can see you are judging me for my actions, my dear, and that is fair. Every man, or in this case, little girl, is entitled to their own thoughts, but remember, little girl, not all that you judge is judged correctly, or justly. But, alas, if I had helped you and your father, there would have been far dire consequences. First of all, knowing Augustus, he would not have let you go at my appearance, contrary to what you would think, hoping he might get more out of me as well. Second of all, the presence of more people would have made him more inclined to do you violence. Neither of those outcomes would have been desirable. So I waited until such a time as this to come out, and offer you and your father some assistance." The old man smiled at Gracie, and the girl retreated behind the Doctor.

"I guess those are good reasons…"Gracie mumbled out of sight of the elderly man.

The Doctor chuckled, and held out his hand to their aid, "And who do I have the pleasure of meeting?"

Taking his hand, the elderly man chuckled as well, "My name is Seneca the Younger. Perhaps you have heard of me?"

At this the Doctor smiled as if meeting a very old friend, "Why, yes, of course, the advisor to Emperor Nero himself!"

"Former advisor, mind you, for a couple of years now. In fact, I was just here visiting my nephew, Lucan, on my way home to perform an order of his." The old man seemed to become grave at the mention of his duty, and the Doctor's smile also fell.

"Oh, I...I see…" The old Time Lord shook his hand once more. After a strange exchange of glances from the Doctor, Gracie cleared her throat to snap her babysitter out of the creepy staring.

"Well, why don't we stop this dilly dallying and get inside to find you some suitable sandals, shall we?" The old man smiled once more, and guided them into the nearby house.

As they stepped into the house, they were greeted by three Roman soldiers sitting at the table eating some sort of stew. The Doctor and Gracie stood still by the door staring at what seemed like a bad situation.

"Oh, don't mind them," Seneca chuckled as he witnessed his guests' reactions to the soldiers. "They are merely here as a formality…" one of the soldiers grunted, slightly insulted, "You know, to be sure I see through the order. Which, of course I will," he reassured the soldier, "but it seemed necessary to someone higher up that I have a few escorts."

He cleared off some of his other chairs in the room and made room for the two at the table.

"Sit, sit, relax your tired feet," he walked over to the vase containing more steaming stew. "Would you like to have something to eat, my guests?"

The Doctor smiled at the other soldiers that now stared at the two, "Why, yes, actually, I would enjoy some stew."

"Me as well," piped Gracie trying to avoid the soldier's gaze.

After a few moments of clattering, both the Doctor and Gracie ate in what seemed like complete silence as Seneca went to get his nephew from the other room. When their hosts finally entered the room once more with two pairs of sandals, it seemed the curtains of silence parted.

"I wasn't quite sure how big your feet were, Master…uh?" Seneca asked as he entered behind his nephew.

"Oh, my apologies, my name is the Doctor." The Time Lord wiped his mouth with his sleeve as he answered.

"And I'm Gracie." The girl wanted to do anything but pay attention to the soldier's intimidating gaze.

"A physician! My, that will come in handy," Seneca chuckled sadly at his own joke, and Lucan looked sadly at his uncle, "anyway, I had Lucan bring out all our spare sandals and we'll see what we can make work." With that he bent down near the Doctor and took one of the pairs from Lucan. "Thank you, Lucan," the old man smiled at his nephew.

"Should I do that for you, uncle?" Lucan tried to kneel down next to his uncle, but Seneca stopped him.

"No, no, he is my guest, and I shall be his host," he chuckled at his nephew's enthusiasm.

He then proceeded to fit a pair to the Doctor's feet, and found that it just barely fit him.

"Ah, see, it was destined for us to meet." The old man smiled wildly, "Now we can finally get this extra pair of sandals off of our hands. Freeing up some space for something else."

The Doctor chuckled and helped Seneca get up again with Gracie holding the other pair for the old man. With minimal grunting he got up again and thanked his guests for helping him.

Banging his hand on the table, the insulted soldier stood up, "Enough of this stalling, Seneca. You have your orders from the Emperor and it is time we continued with them."

One other soldier stood up in agreement, but the last of the soldiers stayed seated, and looked from Seneca to what seemed to be his senior officer and back again.

"Marcellus, stand, now, and help escort the old man out the door to perform his duty," barked the first soldier to the soldier sitting.

"Yes, sir," Marcellus stood up, and gently started to guide the man out the door.

"Wait, wait, please, let me say goodbye to my nephew," Seneca pleaded with the senior officer.

"That was the reason that we stopped here in the first place, and that was several hours ago!" The senior officer growled, impatience oozing from his words.

"Yes, yes, but he also provided you and your soldiers stew, and in return for his hospitality, I believe he is owed a proper goodbye…" Seneca retorted as respectfully as he could.

The senior officer thought for a moment, tsked, and sighed, "Fine, say your goodbye and let us be on our way. The day light is waning."

"Thank you, sir, thank you," the old man bowed as he made his way to his nephew.

"Goodbye, my dear boy. Remember all that I have taught you, take courage and be courageous, dear Lucan." The old man smiled a tired smile, and held out his hand for a handshake.

Lucan nodded, hid a tear, and heartily took his hand, "Of course, uncle, of course. Goodbye, uncle, and may your journey be all you hope it to be."

Turning to the senior officer, Seneca sighed, "Now, don't forget to thank Lucan for his delicious stew, all of you," and slowly, he made his way out of the doorway.

As the soldiers escaped a few words of thanks, the Doctor shook his hand firmly, patted his shoulder, and followed the crowd.

Lastly, Gracie also shook his hand, "Thank you for the stew, Mr. Lucan. It was delicious."

Lucan couldn't help but smile at the little girl, "You are very welcome, child." And with that Gracie ran after the group.

Catching up to the Doctor, Gracie whispered to the Doctor, "Doctor, what's our plan now?"

The Doctor was silent for a few moments as he followed the soldiers behind Seneca the Younger.

"I'd like to follow Seneca for a while, if that's okay with you."

Gracie nodded, "Yeah, I want to know what he's got to do for the Emperor."

 _I don't think you actually want to,_ thought the Doctor. He already knew what was going to happen, but maybe, just maybe, he could help the wise old man, and hide what was happening from her. Maybe.


	5. Chapter 5

Dear Readers: I want to just let you know that the chapters from here on out will be slow in coming mainly because I just started a new stage in my life and I'm having a tough time adjusting my schedule to get writing in. Hopefully I can get a new chapter out on a monthly basis. Please feel free to leave constructive reviews, and help me become a better writer!

Chapter 5:

Seneca the Younger had started their journey in the front of their small procession, but slowly he started falling back, and an hour later he was walking alongside the Doctor and Gracie.

"Do you want to have a break?" Gracie asked, noticing that his breathing was labored.

Seneca waved his hand, "No, no, we need to get back... to my home...by sundown... a busy, busy evening ahead."

"Why don't we at least have a water break?" the Doctor suggested, "There must be a well somewhere nearby that we can hydrate ourselves at."

The Doctor walked ahead and stopped the senior officer, "Excuse me, sir, but would it be possible to stop at a well nearby for a quick water break?"

The senior officer looked up at the sky and shook his head, "We don't have much time before sundown. We need to keep going if we're going to make it there by dark," he wiped some sweat off of his face, "Not time to lose."

"Well, yes, but surely you know that proper hydration is extremely important, especially if you are trying to get somewhere alive, don't you?..."

As the Doctor began arguing with the senior officer, Gracie watched Seneca as he walked. For a man in his early 60's, he seemed to be struggling more with walking than she thought was normal.

"Are you sure you're okay?" she asked touching his arm to get his attention.

The old man stopped and breathed heavily for a few moments and replied, "Yes, yes, don't worry about me, child," he began walking once more, "I'm just an old man, extremely out of shape." He smiled at her and forced a short chuckle, "I haven't walked this much in years."

Gracie smiled at Seneca, and nodded, "Alright, but maybe we could walk a little slower…?"

Smiling Seneca nodded, "I guess if you think it would help you catch up, I think we could do that," he chuckled as he slowed down and his breathing started to settle. The soldiers and the Doctor continued to walk ahead, not seeming to notice their change in speed, creating a good gap between the two and the others.

"See now, isn't that better?" Gracie was glad that the man seemed to revive.

"In the end, my dear, it does not matter whether we go slow or fast, my orders are the same, and have to be carried out by the end of the day," the old man sighed as he looked up at the sky, "and the days go by so quickly, don't they?"

"Not really," Gracie replied thinking about school and homework, "It seems to go by so slowly for me."

"Ha, ha! That is because youth is still on your side, my dear. When you get to be my age, you notice that eternities can be moments." He patted his young friend on the back.

They walked alongside each other for a few minutes in silence while the Doctor made some commotion a couple meters away. The words "Seriously?" and "Water!" resounded loudly around the two laggers.

Finally, Gracie's curiosity got the better of her. "What is it you need to do for the Emperor, if you don't mind my asking?"

"Are you sure you want to know, Miss Gracie?" the old man's constant smile dissolved as he spoke, "I will tell you honestly, but you need to be sure you want to know."

Gracie was quiet for several moments, then bracing herself for whatever followed, "Yes."

Seneca stopped, looked into her eyes, and slowly took one of her hands, "I have been ordered by Emperor Nero to end my life by tomorrow…"

Gracie's eyebrows furrowed, "What?" Her mind had a hard time focusing. Her breathing seemed to freeze in time.

"I have been accused of conspiring to assassinate the Emperor." Gracie seeped some breath in and she couldn't seem to let go of it. "The punishment is execution by my own hands…" but before he could continue, the Doctor came running towards them, and panting, interrupted Seneca's explanation.

"There's a well not too far from here! I've finally convinced the senior officer that he needs to at least wait ten minutes while we drink some water and rest under some shade. My negotiating skill are normally better than that...must be an off day for me." Then noticing that the two didn't seem particularly rejoiced by his announcement, he asked, "Is something the matter?" He looked from Gracie to Seneca and back again.

The little girl put on her best smile, "Nothing," she panted, remembering that she could breathe, "just really exhausted. How much farther is it?"

The Doctor nodded, "It's been a long day so far, huh? The well is just outside of the next village that we should be reaching in about 5 minutes. Do you think you can do that?" The Doctor put his arm around Seneca as they began walking once more, "I've heard from Marcellus that the well is quite exquisite, although I did not inquire as to his criteria for exquisite wells. Perhaps they have a massage booth!" The Time Lord laughed hard at his own joke, while the other two chuckled along.

"I'm sure I cannot thank you enough for the chance of respite, Doctor, but this will probably have to be the last straw for Captain Avilius. He will try to shorten our rest as much as possible, so I should not keep hopes of resting any longer than a tenth of the time that you believe we have."

"Oh, I'm sure Captain Avilius will enjoy a break as much as the rest of us…" The Doctor smiled slyly.

"What do you mean by that?" asked Gracie, suspicious of his smile.

"Oh, let's just say I have a little vile containing a potent, tasteless, relaxant that I'll be putting in his drink in some clever way…It's a temporary solution, but it should buy us about 30 minutes…" The Doctor looked away from them as if he hadn't said anything, but Gracie and Seneca smiled to themselves.

On they trekked in silence: Gracie afraid to reveal what she knew to the Doctor, the Doctor afraid that she would find out, and Seneca stuck in between. The old man continued to smile once more, giving Gracie doubts as to whether or not he had told her the truth. The Doctor also continued to smile, hoping that if he put on the façade of normalcy, the journey would not seem suspicious to Gracie. Soon they came upon the well. The three soldiers had arrived there a while ago, and were sitting. As they approached, the soldiers stood up.

"Alright, Doctor, drink your fill quickly: we will go on as soon as you have, as you say, hydrated." Captain Avilius adjusted his armor as he stood in the sun. The other soldiers discreetly wiped away beads of sweat.

The Time Lord pulled up a bucketful of water, and took up a cup near by for his fill. "Captain Avilius, have you had a drink yet?" The Doctor asked as he drank some water from a cup.

"Not that it's any of your business, but no, I have not. I am not so weak as little girls and old men." He sneered at Gracie and Seneca.

The Doctor chuckled and leaned toward the Captain, "Captain, as a doctor, I am telling you that you need to drink water if you want to live. It's not a matter of strength, it's a matter of choosing to live or choosing to die." Walking back to the well and filling the cup with water, he fidgeted briefly with the cup out of sight as if he had accidentally spilled a little liquid. In an instant he was back at the Captain's side, "Now, drink, Captain. It's a simple task to choose life," then the Doctor gestured at Gracie and Seneca, "even little girls and old men do it."

Seneca's gaze fell on Gracie, and then quickly averted his eyes to the ground. Gracie noticed and was about to say something, but suddenly the captain took the Doctor's cup and drank.

"There, are you happy?" The gruff man shoved the cup back into his nuisance. The Doctor nodded, walked over to the well, and got another cup of water with a special something.

"You too, Tacitus," the Doctor motioned the cup to the other soldier. Tacitus looked to his Captain for orders. The Captain reluctantly nodded and the soldier drank.

"Good, now, why don't you both sit down?" he started directing Tacitus into the shade of a nearby tree, and sat him down. The Captain nodded and sat down, eyes barely open, until moments later they both slumped on each other and slept.

"There we go!" the Doctor clapped his hands, "Now we can have a proper rest before we head on."

Marcellus went to check on his now unconscious comrades. "What did you do, Doctor?" the soldier asked as he checked them and found them breathing normally.

The Doctor walked to his side and tapped his shoulder, "Not to worry, good Marcellus," he pointed at the two sleeping, "It'll wear off in a short while. But more importantly, let us rest in the shade, and prepare ourselves for the rest of the journey."

Gracie went to take a drink from the cup, but the Doctor snatched it out of her hand. "Sorry, Gracie, we should probably rinse this out several times before we drink from it again." While the Doctor was busy rinsing out the cup the other three sat down in the shade.

"Your father," Marcellus spoke after a few moments, "is a little…strange, little girl. Is he quite alright? You know, in his…thinking?"

The little girl smiled, "I trust him. He knows what he's doing." Her gaze reluctantly fell on Seneca who seemed to be preoccupied with a few stones resting near his feet.

Marcellus' gaze seemed to follow the mysteriously hoping Doctor, "I'm not saying that I'm not grateful, of course, it's just that his methods are a little…strange."

The little girl laughed this time, breaking off her awkward gaze on the old man, "Yes, knows how to keep you on your toes," she watched the Doctor sniff the cup, "but he always keeps me safe." She smiled as the Doctor walked over with a cup of water.

"Alright, who wants some water?" He smiled at his friends as he sat down with them.

The short break allotted to them was sweet, but entirely too short. Marcellus had just started telling them about his father's funny incident with a bird when the Captain sputtered awake, and stood up, looking over the jolly four next to him, and noticed Tacitus sleeping. His face became red with rage as he pushed Tacitus to the ground.

"Soldier!" the Captain shouted at the sleeping Tacitus who now awoke with a start, "Why were you sleeping, soldier? Are we not on a mission from the Emperor? And you dare to sleep while part of the Emperor's guard?" The soldier was now standing at attention, "What a pathetic excuse for a soldier! I'll be sure the next break you get is when you lay in the ground for good!" The Captain looked around once more and saw Marcellus stand in attention as well.

"And you soldier," the Captain walked up to Marcellus and wacked his head, "What were you doing while one of your comrades slept, obviously against orders?"

Marcellus looked past the Captain into a wall behind the gruff man, "I was awaiting orders, sir." The Captain circled the soldier, when the Doctor took him aside, "Captain, Captain, let me assure you Marcellus was a phenomenal soldier while you, uh, rested…"

The Captain stared at the Doctor with rage burning in his eyes, "Don't think I don't know what you did, Doctor." The Doctor's waning smile disappeared. "Since you would violate my trust in such a way, and take me for an idiot, I see no reason why I should hold to our previous arrangement," he stepped away from the Doctor, stared right at Gracie, and started shoving Seneca onward. The soldiers began following, leaving the Doctor and Gracie slightly behind. The Doctor forced a smile and caught up quickly with the others.

Gracie caught up to the crowd after a few moments, and tugged on the Doctor's sleeve, "What arrangement?"

The Doctor seemed to have been in a daze, "What?" he asked looking away from Gracie.

"What arrangement did you make with the Captain?" Gracie forced the Doctor to look at her by pulling on his coat, hard.

The Captain spun around and came right up to the Doctor, and, without looking at Gracie, illuminated the situation for her, "The Doctor agreed that he would assist with Seneca's suicide, if I would help keep you from being aware of the execution."

"What?" Gracie looked at the Doctor then back at the Captain.

The Captain poked the Doctors shoulder, "But that stunt back there, makes the deal worth nothing in my eyes now. Just another lie, an act which I am sure you have had plenty of practice in performing…"

"It doesn't matter though." The little girl interrupted, pushing the Captain away from the Doctor, "I already knew that Seneca was going to kill himself."

The Doctor's eyes widened as he looked at Gracie for the first time since this conversation started, "You already knew…? But…" he glared at the Captain, "Did you…?"

"I told her, Doctor," Seneca now stood behind the girl, putting a hand on her shoulder, "she asked me politely, and chose to hear the truth. I tell the truth, Doctor, even if it does not help anyone in the end." Then after a moment's silence, Seneca let his gaze leave the Doctor's as he knelt down to Gracie's eye level. "Would it be alright with you if your father helped me with my execution?" His eyes were grave and his smile seemed to have left for good.

Gracie stared into his eyes, and oddly enough, she could not say anything. Instead, she wrapped her arms around Seneca's neck in a sweet embrace. After a few moments, and a few tears, she finally found a question, "But why do you have to?"

The old man hugged her back, "Because I was ordered to by my Emperor. I may be many things, but I do as I am ordered."

Gracie felt several more tears surface, "I still don't understand…"

"I know…" the old man pulled her off of his neck and wiped away her tears, "There are many things we don't understand, and we are not required to understand them." He smiled at her through sad eyes, "Do I have your permission?"

The little girl breathed hard, but couldn't get a word out. She nodded through her tears, and held out her arms once more for a hug. This time, through grunting, Seneca the Younger lifted the girl up, and carried her onto the road once more, the Doctor following close behind.


End file.
